Exhibit 10(g)

                                MOVABLE HYPOTHEC
                                ----------------


THIS AGREEMENT DATED AS OF June 15, 2004.


GRANTED BY:       VITALSTATE, INC., a New York corporation having its executive
                  offices located at 2191 Hampton Avenue, Montreal, Quebec, H4A
                  2K5;

                  (hereinafter called the "Borrower")


IN FAVOUR OF:     SCEPTER HOLDINGS INC., a Canadian corporation having a place
                  of business at 170 Midwest Road, Toronto, Ontario, M1P 3A9;

                  (hereinafter called the "Lender")


WHEREAS pursuant to the Loan Agreement (as defined herein), the Borrower is
and/or may become indebted to the Lender;

WHEREAS the Borrower has agreed to grant a hypothec to the Lender to secure,
inter alia, the repayment of its obligations under the Loan Agreement and the
Notes (as defined herein);

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1.       DEFINITIONS


The following words and expressions, when used in this Agreement or in its
appendices, shall have the following meanings unless otherwise dictated by the
context:


"Amendment No. 1" shall mean Amendment No. 1 to Loan Agreement, Guaranty and
Security Agreement entered into between the Lender, the Borrower, Vitalstate
Canada Ltd. and Vitalstate US, Inc. as of June 15, 2004.


"Banking Day" means a day, other than a Saturday or a Sunday, on which banking
institutions in Montreal and Toronto, Canada, and New York, New York State, USA,
are generally open for business.


"Borrower" shall mean Vitalstate, Inc. and any assignee or successor thereto and
includes any corporation resulting from the amalgamation of the Borrower with
any other Person or Persons.


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"Governmental Authority" shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.


"Hypothec" shall mean the hypothec and security established by the Borrower in
favour of the Lender pursuant to this Agreement.


"Hypothecated Property" shall mean the property hypothecated hereunder more
fully described in Section 4 of this Agreement.


"Lender" shall mean Scepter Holdings Inc. as well as any assignee or successor
thereto.


"Loan Agreement" shall mean the loan agreement entered into between the Lender,
the Borrower, Vitalstate Canada Ltd. and Vitalstate US, Inc. as of February 10,
2004, as amended by Amendment No. 1 and as it has been or may be further
amended, restated, renewed, extended or otherwise modified from time to time.


"Notes" shall mean the series of secured promissory notes to be issued by the
Borrower to the Lender as evidence of the loans granted to the Borrower pursuant
to the Loan Agreement.


"Person(s)" shall mean any legal or natural person, corporation, company, firm,
joint venture, partnership, whether general, limited or undeclared, trust,
association, unincorporated organization, Governmental Authority or other entity
of whatever nature.

2.       AMOUNT OF HYPOTHEC


To secure the performance of its obligations mentioned in Section 3, the
Borrower hereby hypothecates in favour of the Lender the Hypothecated Property
for a principal amount of One Million Five Hundred Thousand Canadian Dollars
(CA$1,500,000) plus an additional hypothec equal to twenty per cent (20%) of
such amount for a total amount of One Million Eight Hundred Thousand Canadian
Dollars (CA$1,800,000), the whole with interest from the date of this Agreement
at an annual rate of twenty-five per cent (25%).

3.       SECURED OBLIGATIONS

3.1      The Hypothec shall guarantee the performance of all obligations, both
         present and future, of the Borrower towards the Lender resulting from
         the following: (a) the Loan Agreement, from any credit listed therein
         or from any credit which may be added thereto by means of an amendment,
         renewal, restatement or replacement of such credit and (b) the Notes.
         The Hypothec shall also guarantee the performance of the obligations
         and the payment of the amounts set out in this Agreement and all
         reasonable costs incurred by the Lender in order to observe or perform
         the undertakings of the Borrower under this Agreement.

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3.2      In addition, the Hypothec shall guarantee all of the Borrower's present
         and future, direct and indirect obligations towards the Lender,
         including any which are consistent with the above description, which do
         not yet exist but will in future, as well as any obligations resulting
         from future agreements with the Lender. Any future obligation secured
         by this Agreement shall be deemed to be an additional obligation which
         the Borrower is assuming under this Agreement.

4.       HYPOTHEC: DESCRIPTION OF HYPOTHECATED PROPERTY

4.1      The Borrower hereby hypothecates in favour of the Lender the following
         property:

         4.1.1    Accounts receivable - any and all accounts receivable,
                  contract rights and other rights to payment for the sale of
                  goods.

         4.1.2    Inventory - any and all inventory, including, without
                  limitation, any and all goods held for sale or lease or being
                  processed for sale or lease, including, without limitation,
                  all materials, work in process, finished goods, and other
                  tangible property held for sale or lease; and

         4.1.3    Other property - The following property shall also be affected
                  by the Hypothec granted under this Agreement:

                  4.1.3.1  the proceeds of any sale, lease or other disposal of
                           any Hypothecated Property (including, without
                           limitation, cash, deposit accounts (whether or not
                           comprised solely of proceeds), certificates of
                           deposit), as well as of any property acquired in
                           replacement thereof;

                  4.1.3.2  any insurance benefit or compensation for
                           expropriation relating to the Hypothecated Property;

                  4.1.3.3  the principal of, and fruits and income generated by,
                           the Hypothecated Property;

                  4.1.3.4  any and all instruments, documents, registers,
                           invoices and accounts evidencing or related to the
                           Hypothecated Property.

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5.       REPRESENTATIONS

5.1      The Borrower hereby makes the following representations:

         5.1.1    it is the unconditional and absolute owner of the Hypothecated
                  Property, with the exception of future property;

         5.1.2    the Hypothecated Property is free and clear of any priority,
                  legal or conventional hypothec, charge, encumbrance,
                  garnishment, right of rescission, right of repossession or any
                  other rights, save and except for prior hypothecs in favour of
                  the Lender;

         5.1.3    the taxes, levies, assessments and fees affecting the
                  Hypothecated Property have all been paid to date, without
                  subrogation;

         5.1.4    to the best of its knowledge, no suit or proceeding has been
                  instituted against it or is likely to affect the Hypothecated
                  Property;

         5.1.5    it has executed no undertaking likely to impair the value of
                  the Hypothec;

         5.1.6    it is not in default as defined in this Agreement.

6.       COMMITMENTS

6.1      The Borrower hereby makes the following commitments:

         6.1.1    to advise the Lender in writing of any change in its name and
                  trade names or in the contents of the representations made in
                  Section 5;

         6.1.2    to advise the Lender in writing of the names of any insurance
                  carriers which are party to the insurance policies specified
                  in this Agreement.

6.2      Information - To provide the Lender with any information which it may
         reasonably request in relation to the Hypothecated Property or to
         ascertain whether or not the Borrower is fulfilling its commitments and
         obligations. The Borrower shall advise the Lender of any fact or event
         likely to adversely affect the value of the Hypothecated Property or
         the Borrower's financial position.

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6.3      Access to premises - To allow the Lender, at all reasonable times under
         the circumstances and at the Borrower's expense, to examine the
         Hypothecated Property, to inspect it and to valuate it and to provide
         access to the premises where such Hypothecated Property may be found.

6.4      Maintenance - To maintain the Hypothecated Property in a proper state
         of maintenance and repair and in compliance with any laws and
         regulations which may be applicable from time to time. The Borrower
         shall make no substantial changes and shall proceed with no demolition;
         nor shall it allow the Hypothecated Property to deteriorate or use it
         or allow it to be used for illicit purposes.

6.5      Maintenance of Hypothec - To constantly maintain in full force and
         effect and to keep enforceable against third persons the Hypothec
         granted hereunder; to do any things and to sign any documents required
         (including notices of renewal) so that the Hypothec granted hereunder
         may have full effect over all Hypothecated Property and be constantly
         enforceable against third persons.

6.6      Loss or damage - To advise the Lender forthwith of any loss or damage
         and to expeditiously take any action so that the insurance carrier may
         pay benefits to the Lender, insofar as the latter is entitled to such
         benefits. The Lender shall be authorized to allocate all or part of any
         insurance benefits to reducing amounts due under this Agreement (even
         where such amounts have not yet become due or payable); however, such
         reduction shall not occur until the Lender has advised the Borrower of
         its decision to so allocate such benefits. The Lender may also choose
         to allocate all or part of the insurance benefits to payment of any
         replacement, repair or reconstruction costs.

6.7      Lease, sale, disposal - To notify the Lender forthwith if any part of
         the Hypothecated Property is leased, sold, assigned or otherwise
         disposed of, if such transaction is not made in the ordinary course of
         the Borrower's business.

6.8      Compliance with the law - To comply with the requirements of all laws
         and regulations applicable to the operation of its business and to the
         holding of the Hypothecated Property, including environmental
         legislation.

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7.       DEFAULT

7.1      The Borrower shall be in default in each of the following cases, and no
         notice or prior notice shall be required:

         7.1.1    where there occurs an "Event of Default" (as defined in the
                  Loan Agreement) or where there is default under any other
                  present or future agreement between the Borrower and the
                  Lender;

         7.1.2    where the Borrower fails to fulfil any of its commitments
                  under this Agreement and such failure is not remedied by the
                  Borrower within five (5) business days of receipt of written
                  notice from the Lender specifying the nature of such failure;

         7.1.3    where a statement or representation made under this Agreement,
                  or the content of any documents, statements or certificates
                  provided with respect to this Agreement or to the Loan
                  Agreement, turns out to be false or misleading.

7.2      Any default on the part of the Borrower pursuant to this Agreement
         shall constitute an "Event of Default" pursuant to the Loan Agreement.

8.       EXERCISE OF REMEDIES IN THE EVENT OF DEFAULT

8.1      In the event of default, regardless of the hypothecary remedy which the
         Lender may choose to exercise, the following provisions shall apply:

         8.1.1    the Lender shall be authorized, but not required, to do the
                  following at the Borrower's expense, with a view to protecting
                  or realizing the value of the Hypothecated Property:

                  8.1.1.1  to continue the processing of the Hypothecated
                           Property or perform the operations to which the
                           Borrower subjects such property in the course of its
                           business, and to acquire any property for this
                           purpose;

                  8.1.1.2  to dispose of any Hypothecated Property which is
                           obsolete or likely to depreciate rapidly or to become
                           impaired;

                  8.1.1.3  to use the information obtained in the exercise of
                           its rights;

                  8.1.1.4  to fulfil any of the Borrower's commitments;

                  8.1.1.5  to exercise any right attached to the Hypothecated
                           Property;

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                  8.1.1.6  in the exercise of any of its rights, to use without
                           charge the Borrower's premises, equipment, machinery,
                           processes, information and intellectual property;

                  8.1.1.7  to borrow funds;

                  8.1.1.8  to ensure proper maintenance, proceed with any
                           repairs or renovations, undertake or complete any
                           work, at the Borrower's expense;

         8.1.2    the Lender shall exercise its rights in good faith so that,
                  following such exercise, the obligations secured by the
                  Hypothec shall be reasonably reduced under the circumstances;

         8.1.3    the Lender may itself purchase or otherwise acquire the
                  Hypothecated Property directly or indirectly;

         8.1.4    in the exercise of its rights, the Lender shall be entitled to
                  waive any of its rights or of the Borrower's, even without
                  consideration;

         8.1.5    the Lender shall not be required to make an inventory, take
                  out insurance or provide any other security;

         8.1.6    the Borrower shall, at the Lender's request, move the
                  Hypothecated Property and make it available to the Lender in a
                  location designated by the Lender and which, in the latter's
                  opinion, is more appropriate under the circumstances.

8.2      Where the Lender exercises the hypothecary remedy of "taking in
         payment" and the Borrower requires that the Lender proceed instead with
         a sale of the Hypothecated Property in relation to which the Lender is
         exercising its remedy, the Borrower hereby acknowledges that the Lender
         shall not be required to abandon its remedy for taking in payment
         unless, within the time allotted for surrender, the Lender (i) has been
         provided with security which it deems satisfactory to the effect that
         the property shall be sold at a sufficiently high price to enable the
         Lender's claim to be paid in full, (ii) has been reimbursed for any
         expenses then incurred by the Lender, including any fees of consultants
         or legal counsel relating to such remedy, and (iii) has been provided
         with the amounts required for the sale of the property; the Borrower
         further acknowledges that the Lender shall alone be entitled to select
         the method of sale.

8.3      The Borrower shall be deemed to have surrendered the Hypothecated
         Property held by the Lender or on its behalf where the Lender has not,
         within the time allotted for surrender by law or by a court, received
         written notice from the Borrower that the latter was challenging the
         exercise of the hypothecary remedy indicated in the prior notice.

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8.4      Where the Lender itself sells the Hypothecated Property, it shall not
         be required to obtain a prior valuation from a third person.

8.5      The Hypothecated Property may be sold with a legal warranty on the part
         of the Borrower or, at the Lender's option, with a total or partial
         warranty exclusion; it may also be sold for cash, on an instalment
         basis or subject to the terms and conditions determined by the Lender;
         such sale may be rescinded in the event of non-payment of the agreed
         price, and the property may then be resold.

9.       GENERAL PROVISIONS

9.1      Additional security - The Hypothec granted hereunder shall be in
         addition to any other hypothec or security held by the Lender,
         including, without limitation, the movable hypothec dated February 10,
         2004 granted by the Borrower in favour of the Lender to secure the
         performance of its obligations mentioned in Section 3 and registered at
         the Register of Personal and Movable Real Rights in the Province of
         Quebec under number 04-0196152-0008 but shall not be in replacement or
         exchange thereof; it shall not affect the Lender's rights of set-off.

9.2      Notices - All notices and other communications provided for hereunder
         shall, unless otherwise stated herein, be in writing to the party for
         whom it is intended and shall be mailed, sent or delivered, to such
         party at its address set forth below with its signature or shall be
         sent by telecopier or other means of rapid communication at its rapid
         communication address set forth below with its signature, or at such
         other address or rapid communication address as shall be designated by
         such party in a written notice to the other parties hereto. All such
         notices and communications shall be effective (i) if mailed, three (3)
         Banking Days after deposited in the mail, first class, postage prepaid,
         (ii) if delivered, when delivered and (iii) if sent by telecopier or
         other means of rapid communication, on the date of transmission if
         transmitted before 3:00 p.m. (Montreal time) on a Banking Day or, in
         any other case, on the next following Banking Day. In the event of a
         postal strike or any slow-down in the postal service, no notice of or
         communication by mail shall be effective if sent during, or within five
         (5) Banking Days prior to the commencement of, such strike or slow-down
         unless it is actually received by the party to whom it is addressed
         and, in such event, it shall be effective only on the date of actual
         receipt.

9.3      Time allotted - The Lender may grant extensions, take or surrender
         security, make accommodations, grant discharges or releases or
         otherwise transact with the Borrower, at its discretion, without
         thereby restricting its rights hereunder or reducing the Borrower's
         liability.

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9.4      Continuing security - The Hypothec shall constitute a continuing
         security which shall subsist notwithstanding the occasional, total or
         partial satisfaction of the obligations secured hereby; it shall have
         full and complete effect until such time as a total discharge has been
         executed by the Lender.

9.5      Putting in default - Time is of the essence in this contract. The
         Borrower shall be in default of performing its obligations hereunder by
         the mere lapse of the time allowed for such performance or by the mere
         materialization of the due date, without notice or prior notice.

9.6      Execution in Counterparts - This Agreement may be executed in any
         number of counterparts and by different parties hereto in separate
         counterparts, each of which when so executed shall be deemed to be an
         original and all of which taken together shall constitute but one and
         the same agreement.

9.7      Cumulative remedies - By exercising any of its rights, the Lender shall
         not be prevented from exercising any other right resulting from this
         Agreement, from the Loan Agreement, from any deed granting a security
         in favour of the Lender or from any legislation; the Lender's rights
         shall be cumulative, and not alternative. Failure to exercise any of
         its rights shall not constitute, for the Lender, a waiver of any future
         exercise of such right. The Lender may exercise its rights hereunder
         without having to exercise its rights against any other person
         responsible for the payment of the obligations secured hereby and
         without having to realize any other security guaranteeing such
         obligations.

9.8      Irrevocable mandate - The Lender is hereby irrevocably appointed the
         Borrower's representative with power of substitution for purposes of
         the following paragraph, with a view to doing any thing or signing any
         paper, power of attorney or document which it deems appropriate for
         purposes of exercising its rights or which the Borrower may fail or
         refuse to sign or do.

9.9      Delegation - The Lender may delegate to another person the exercise of
         its rights or remedies or the performance of its obligations under this
         Agreement or under the law; in such an event, the Lender may provide to
         such other person any information which it possesses about the Borrower
         or the Hypothecated Property.

9.10     Liability - The Lender shall not be liable for any material damage
         which may result through its fault or that of its servants or of any
         persons with whom it has contracted for purposes of protecting or
         exercising its rights, unless such damage is the result of gross
         negligence or wilful misconduct.

9.11     Successors - The rights conferred upon the Lender hereby shall extend
         to any successor, including any entity resulting from the merger of the
         Lender with another person.

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9.12     Governing Law - Notwithstanding anything to the foregoing provided for
         in the Loan Agreement, this Agreement shall be governed by and
         construed in accordance with the laws of the Province of Quebec as the
         same may from time to time be in effect.

9.13     Language - The parties hereby confirm their express wish that the
         present Agreement and all documents and agreements directly and
         indirectly related thereto, including notices, be drawn up in English.
         Notwithstanding such express wish, the parties agree that any of such
         documents, agreements and notices or any part thereof or of this
         Agreement may be drawn up in French. Les parties reconnaissent leur
         volonte expresse que la presente convention ainsi que tous les
         documents et conventions qui s'y rattachent directement ou
         indirectement, y compris les avis, soient rediges en langue anglaise.
         Nonobstant telle volonte expresse, les parties conviennent que
         n'importe quel desdits documents, conventions et avis ou toute partie
         de ceux-ci ou de cette convention puissent etre rediges en langue
         francaise.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective representatives thereunto duly authorized as of the date
first above written.

Address:                                 VITALSTATE, INC.
2191 Hampton Avenue
Montreal, Quebec
H4A 2K5
                                         Per:     /s/ James Klein
Telecopier:                                       -----------------------------
Attention of:
                                                  Name:    ____________________


                                                  Title:   ____________________


Address:                                 SCEPTER HOLDINGS INC.
70 Midwest Road
Toronto, Ontario
M1P 3A9
                                         Per:     /s/ Christopher Luck
Telecopier: (416) 751-9099                        -----------------------------
Attention:  Chris Luck
                                                  Name:    ____________________


                                                  Title:   ____________________